UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
THE LESLIE FAY COMPANY, INC.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
527016109
(CUSIP Number)
----------------------
Robert M. Hirsh, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
Tel. No.: (212) 373-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
August 25, 1999
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 17 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 527016109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Three Cities Fund II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO - Partner Contributions
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 1,457,679
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,215,081
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,512,564
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.6%
14 TYPE OF REPORTING PERSON
PN
Page 2 of 17 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 527016109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TCR Associates, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 1,457,679
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,215,081
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,512,564
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.6%
14 TYPE OF REPORTING PERSON
PN
Page 3 of 17 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 527016109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Three Cities Research, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 3,512,664
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,269,966
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,512,564
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.6%
14 TYPE OF REPORTING PERSON
CO
Page 4 of 17 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 527016109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Three Cities Offshore II C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO - Partner Contributions
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 2,297,483
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,054,885
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,512,564
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.6%
14 TYPE OF REPORTING PERSON
PN
Page 5 of 17 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 527016109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TCR Offshore Associates, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 2,297,483
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,054,885
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,512,564
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.6%
14 TYPE OF REPORTING PERSON
PN
Page 6 of 17 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 527016109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Three Cities Associates, N.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 2,297,483
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,054,885
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,512,564
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.6%
14 TYPE OF REPORTING PERSON
CO
Page 7 of 17 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 527016109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. William Uhrig
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 2,297,483
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,054,885
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,512,564
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.6%
14 TYPE OF REPORTING PERSON
IN
Page 8 of 17 Pages
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 ("Amendment") supplements the Schedule 13D, filed
on May 24, 1999, as amended by Amendment No. 1, filed on August 5, 1999 (as so
amended, the "Schedule 13D"), in the following respects only (capitalized terms
used herein shall have the meanings ascribed to such terms in the Schedule 13D):
Item 2. Identity and Background.
Item 2 is amended and restated in its entirety as follows:
(a) - (c) The persons (the "Reporting Persons") filing this statement
are Three Cities Fund II, L.P., a Delaware limited partnership ("Fund II"), TCR
Associates, L.P., a Delaware limited partnership ("TCR Associates"), Three
Cities Research, Inc., a Delaware corporation ("Research"), Three Cities
Offshore II C.V., a Netherlands Antilles limited partnership ("Offshore II"),
TCR Offshore Associates, L.P., a Delaware limited partnership ("TCR Offshore"),
Three Cities Associates, N.V., a Netherlands Antilles corporation ("TCA, N.V."),
and J. William Uhrig ("Uhrig"). Fund II and Offshore II are collectively
referred to herein as the "Three Cities Funds."
FUND II
Fund II is a Delaware limited partnership, formed to invest in
securities to be selected by its investment committee. The principal business
address of Fund II, which also serves as its principal office, is c/o Three
Cities Research, Inc., 650 Madison Avenue, New York, New York 10022. The
information about TCR Associates, the sole general partner of Fund II, required
by Instruction C to Schedule 13D is set forth below.
TCR ASSOCIATES
TCR Associates is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of Fund II. The
principal business address of TCR Associates, which also serves as its principal
office, is c/o Three Cities Research, Inc., 650 Madison Avenue, New York, New
York 10022. The information about Research, the sole general partner of TCR
Associates, required by Instruction C to Schedule 13D is set forth below.
RESEARCH
Research is a Delaware corporation which serves as the sole general
partner of TCR Associates. Research is also the advisor to the Three Cities
Funds and, pursuant to a management agreement with the general partner of each
of the Three Cities Funds, Research has voting and dispositive power over the
shares of
Page 9 of 17 Pages
<PAGE>
Common Stock reported as beneficially owned by the Three Cities Funds on this
Schedule 13D. The principal business address of Research is 650 Madison Avenue,
New York, NY 10022. The name, residence or business address, and present
principal occupation or employment of each executive officer and director of
Research is as follows:
<TABLE>
<CAPTION>
Residence or Principal Occupation
Name Business Address or Employment
---- ---------------- -------------
<S> <C> <C>
Willem F. P. de Vogel c/o Three Cities Research, Inc. President and a Managing Director of
650 Madison Avenue Three Cities Research, Inc.
New York, NY 10022
Thomas G. Weld c/o Three Cities Research, Inc. Treasurer and a Managing Director of
650 Madison Avenue Three Cities Research, Inc.
New York, NY 10022
</TABLE>
OFFSHORE II
Offshore II is a Netherlands Antilles partnership, formed to invest in
securities to be selected by its investment committee. The principal business
address of Offshore II, which also serves as its principal office, is
Caracasbaaiweg 201, P.O. Box 6085, Curacao, Netherlands Antilles. The
information about TCR Offshore, the sole general partner of Offshore II,
required by Instruction C to Schedule 13D is set forth below.
TCR OFFSHORE
TCR Offshore is a Delaware limited partnership, the principal business
of which is serving as the general partner of Offshore II. The principal
business address of TCR Offshore, which also serves as its principal office, is
Caracasbaaiweg 201, P.O. Box 6085, Curacao, Netherlands Antilles. The
information about TCA, N.V., the sole general partner of TCR Offshore, required
by Instruction C to Schedule 13D is set forth below.
TCA, N.V.
TCA, N.V. is a Netherlands Antilles corporation, the principal business
of which is serving as the general partner of TCR Offshore. The principal
business address of TCA, N.V., which also serves as its principal office, is
Caracasbaaiweg 201, P.O. Box 6085, Caracas, Netherlands Antilles. The name,
residence or business address, and present principal occupation or employment of
each executive officer and director of TCA, N.V. is as follows:
Page 10 of 17 Pages
<PAGE>
<TABLE>
<CAPTION>
Residence or Principal Occupation
Name Business Address or Employment
---- ---------------- -------------
<S> <C> <C>
J. William Uhrig c/o Three Cities Research, Inc. a Managing Director of Three Cities
650 Madison Avenue Research, Inc.
New York, NY 10022
H. Whitney Wagner c/o Three Cities Research, Inc. a Managing Director of Three Cities
650 Madison Avenue Research, Inc.
New York, NY 10022
</TABLE>
The information about J. William Uhrig, the sole stockholder, President
and director of TCA, N.V., required by Instruction C to Schedule 13D is set
forth below.
UHRIG
J. William Uhrig is an individual who is the sole stockholder,
President and the sole director of TCA, N.V. The name, residence or business
address, and present principal occupation or employment of Mr. Uhrig is as
follows:
<TABLE>
<CAPTION>
Residence or Principal Occupation
Name Business Address or Employment
---- ---------------- -------------
<S> <C> <C>
J. William Uhrig c/o Three Cities Research, Inc. a Managing Director of Three Cities
650 Madison Avenue Research, Inc.
New York, NY 10022
</TABLE>
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Each individual named in this Item 2 is a citizen of the United
States of America, except that Willem F. P. de Vogel is a citizen of the Kingdom
of the Netherlands.
Page 11 of 17 Pages
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended by the addition of the following paragraph:
The aggregate purchase prices of the shares of Common Stock acquired by
the Three Cities Funds pursuant to the Merger Agreement as described in Item 4
of the Schedule 13D and Item 5(c) of this Amendment were as follows:
Name of Reporting Person Aggregate Purchase Price
- ------------------------------ ------------------------------
Fund II $2,892,407
Offshore II $4,891,355
Fund II and Offshore II used contributions from their respective
partners to fund the acquisition of the shares of Common Stock reported herein
as beneficially owned by them.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated in its entirety as follows:
(a) Fund II
Fund II may, pursuant to Rules 13d-3 and 13d-5 under the Exchange Act,
be deemed to be the beneficial owner of 3,512,564 shares of Common Stock, which
constitute approximately 66.6% of the outstanding 1/ shares of Common Stock. The
3,512,564 shares of Common Stock consist of 1,215,081 shares directly
- ----------------------
1/ Percentages and number of outstanding shares of Common Stock are based
upon the 6,041,138 shares of Common Stock reported outstanding as of
July 23, 1999 in the Company's proxy statement dated July 30, 1999 and
the 232,598 shares of Common Stock that are issuable upon exercise of
the 232,598 options presently exercisable by John J. Pomerantz, which
may be deemed to be beneficially owned by the Reporting Persons as a
result of the agreement described in Item 6, less 1,000,000 shares of
Common Stock cancelled pursuant to the Merger Agreement.
Page 12 of 17 Pages
<PAGE>
owned by Fund II, 2,054,885 shares directly owned by Offshore II and 242,598 2/
shares beneficially owned by John J. Pomerantz ("Pomerantz"), Chairman of the
Board and Chief Executive Officer of the Company, with respect to which the
Three Cities Funds share voting power with respect to voting shares for board
nominees, as described in Item 6. Of the 242,598 shares of Common Stock
beneficially owned by Pomerantz, 10,000 shares are directly owned and 232,598
shares are issuable upon exercise of presently exercisable stock options.
TCR Associates
In its capacity as the sole general partner of Fund II, TCR Associates
may, pursuant to Rules 13d-3 and 13d-5 under the Exchange Act, be deemed to be
the beneficial owner of 3,512,564 shares of Common Stock, which constitute
approximately 66.6% of the outstanding shares of Common Stock.
Research
As the investment advisor to Fund II and Offshore II, with the power to
direct voting by both Fund II and Offshore II and to direct the disposition of
assets by both Fund II and Offshore II, Research may, pursuant to Rule 13d-3
under the Exchange Act, be deemed to be the beneficial owner of 3,512,564 shares
of Common Stock, which constitute approximately 66.6% of the outstanding shares
of Common Stock.
Offshore II
Offshore II may, pursuant to Rules 13d-3 and 13d-5 under the Exchange
Act, be deemed to be the beneficial owner of 3,512,564 shares of Common Stock,
which constitute approximately 66.6% of the outstanding shares of Common Stock.
The 3,512,564 shares of Common Stock consist of 2,054,885 shares directly owned
by Offshore II, 1,215,081 shares directly owned by Fund II and 242,598 shares
beneficially owned by Pomerantz, with respect to which the Three Cities Funds
share voting power with respect to voting shares for board nominees, as
described in Item 6. Of the 242,598 shares of Common Stock beneficially owned by
Pomerantz, 10,000 shares are directly owned and 232,598 shares are issuable upon
exercise of presently exercisable stock options.
TCR Offshore
In its capacity as the sole general partner of Offshore II, TCR
Offshore may, pursuant to Rules 13d-3 and 13d-5 under the Exchange Act, be
- ----------------------
2/ Reflects beneficial ownership as of July 23, 1999 as reported in the
Company's proxy statement dated July 30, 1999.
Page 13 of 17 Pages
<PAGE>
deemed to be the beneficial owner of 3,512,564 shares of Common Stock, which
constitute approximately 66.6% of the outstanding shares of Common Stock.
TCA, N.V.
In its capacity as the sole general partner of TCR Offshore, TCA N.V.
may, pursuant to Rules 13d-3 and 13d-5 under the Exchange Act, be deemed to be
the beneficial owner of 3,512,564 shares of Common Stock, which constitute
approximately 66.6% of the outstanding shares of Common Stock.
Uhrig
As the sole stockholder and the only director of TCA, N.V., which is
the sole general partner of TCR Offshore, which in turn is the sole general
partner of Offshore II, Uhrig may, pursuant to Rules 13d-3 and 13d-5 under the
Exchange Act, be deemed to be the beneficial owner of 3,512,564 shares of Common
Stock, which constitute approximately 66.6% of the outstanding shares of Common
Stock.
(b) Fund II and TCR Associates may be deemed to share the power to vote
or direct the vote of 1,457,679 shares of Common Stock, and may be deemed to
share the power to dispose of or direct the disposition of 1,215,081 shares of
Common Stock.
Offshore II, TCR Offshore, TCA, N.V. and Uhrig may be deemed to share
the power to vote or direct the vote of 2,297,483 shares of Common Stock, and
may be deemed to share the power to dispose of or direct the disposition of
2,054,885 shares of Common Stock.
Research may be deemed to share the power to vote or direct the vote of
3,512,564 shares of Common Stock, and may be deemed to share the power to
dispose of or direct the disposition of 3,269,966 shares of Common Stock.
POMERANTZ
John J. Pomerantz is an individual who, to the best of the Reporting
Persons' knowledge and based solely on information contained in a Schedule 13D
filed by Mr. Pomerantz on August 24, 1999, is a citizen of the United States.
The name, residence or business address, and present principal occupation or
employment of Mr. Pomerantz is as follows:
Page 14 of 17 Pages
<PAGE>
<TABLE>
<CAPTION>
Residence or Principal Occupation
Name Business Address or Employment
---- ---------------- -------------
<S> <C> <C>
John J. Pomerantz c/o The Leslie Fay Company, Inc. Chairman and Chief Executive Officer of
1412 Broadway The Leslie Fay Company, Inc.
New York, NY 10018
</TABLE>
To the best of the Reporting Persons' knowledge and based solely on
information contained in a Schedule 13D filed by Mr. Pomerantz on August 24,
1999, Mr. Pomerantz has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
To the best of the Reporting Persons' knowledge and based solely on
information contained in a Schedule 13D filed by Mr. Pomerantz on August 24,
1999, Mr. Pomerantz has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding been subject to, and is not currently subject to, a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(c) The only transactions in shares of Common Stock effected
by the Reporting Persons since the filing of the Schedule 13D were the
acquisition on August 25, 1999 by the Three Cities Funds of an aggregate of
1,111,966 shares of Common Stock at $7.00 per share, pursuant to the Merger
Agreement as described in Item 4.
(d) To the best of the Reporting Persons' knowledge, except as set
forth herein, no other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, any shares of
Common Stock that the Reporting Persons may be deemed to own beneficially.
(e) Not applicable.
Page 15 of 17 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: August 30, 1999
THREE CITIES FUND II, L.P.
By: TCR Associates, L.P.,
its General Partner
By: Three Cities Research, Inc.,
its General Partner
By: /s/ Willem F. P. de Vogel
-------------------------
Willem F. P. de Vogel
President
TCR ASSOCIATES, L.P.
By: Three Cities Research, Inc.,
its General Partner
By: /s/ Willem F. P. de Vogel
-------------------------
Willem F. P. de Vogel
President
THREE CITIES RESEARCH, INC.
By: /s/ Willem F. P. de Vogel
-------------------------
Willem F. P. de Vogel
President
Page 16 of 17 Pages
<PAGE>
THREE CITIES OFFSHORE II C.V.
By: TCR Offshore Associates, L.P.,
its General Partner
By: Three Cities Associates, N.V.,
its General Partner
By: /s/ J. William Uhrig
--------------------
J. William Uhrig
President
TCR OFFSHORE ASSOCIATES, L.P.
By: Three Cities Associates, N.V.,
its General Partner
By: /s/ J. William Uhrig
--------------------
J. William Uhrig
President
THREE CITIES ASSOCIATES, N.V.
By: /s/ J. William Uhrig
--------------------
J. William Uhrig
President
/s/ J. William Uhrig
--------------------
J. William Uhrig
Page 17 of 17 Pages
